Termination of Prior Tax Sharing Agreements. This Agreement shall take effect on the Separation Date and shall replace all other agreements, whether or not written, in respect of any Taxes between or among the MediaOne Group on the one hand and the New U S WEST Group on the other. All such replaced agreements shall be canceled as of the Separation Date to the extent they relate to the New U S WEST Group, and any rights or obligations of the MediaOne Group or the New U S WEST Group existing thereunder thereby shall be fully and finally settled without any payment by any party thereto.
Termination of Prior Tax Sharing Agreements. Effective on the Closing Date, all tax sharing agreements, whether or not written, to which a Transferred Entity is party shall be terminated at or prior to the Closing, and the Transferred Entity shall have no further rights or obligations thereunder, and the provisions of this Agreement shall govern the rights and obligations of Sellers, Purchaser and the Transferred Entities to make or receive payments with respect to Taxes or refunds of Taxes of the Transferred Entities. Seller Parent shall execute, or cause to be executed (and shall cause the other Sellers and the Transferred Entities to execute), any documents that may be reasonably required to evidence agreement with this Section 10.3(i).
Termination of Prior Tax Sharing Agreements. This Agreement shall take effect on the Distribution Date and shall replace all other agreements, whether or not written, in respect of any Income Taxes or Other Taxes between or among any members of the Old Company Group, or their respective predecessors or successors, other than any such agreements made exclusively between or among any members of the Spinco Group. All such replaced agreements shall be cancelled as of the Distribution Date, and any rights or obligations existing thereunder thereby shall be fully and finally settled without any payment by any party thereto.
Termination of Prior Tax Sharing Agreements. This Agreement shall take effect on the Distribution Date and shall replace all tax sharing and other similar agreements, whether or not written, in respect of any Taxes between or among the CTI Group on the one hand and the Comverse Group on the other. All such replaced agreements shall be canceled as of the Distribution to the extent they relate to the Comverse Group, and any rights or obligations of the CTI Group or the Comverse Group existing thereunder thereby shall be fully and finally settled without any payment by any Party thereto.
Termination of Prior Tax Sharing Agreements. This Agreement shall take ------------------------------------------- effect on the Distribution Date and shall replace all other agreements, whether or not written, in respect of any Taxes between or among any members of the Xxxxxx Subgroup on the one hand and the Ventiv Subgroup on the other. All such replaced agreements shall be cancelled as of the Distribution Date to the extent they relate to any members of the Ventiv Subgroup, and any rights or obligations of any members of the Xxxxxx Subgroup or the Ventiv Subgroup existing thereunder thereby shall be fully and finally settled without any payment by any party thereto.
Termination of Prior Tax Sharing Agreements. This Agreement shall take effect on the Acquisition Date and shall replace all other agreements, whether or not written, in respect of any Taxes between or among any members of the Opgroup Subgroup on the one hand and the Holdings Subgroup on the other, including the Tax Allocation Agreement; provided, however, that this Agreement shall not supersede any agreements with respect to Taxes set forth in the Acquisition Agreement and/or the Merger Agreement. All such replaced agreements shall be cancelled as of the Acquisition Date to the extent they relate to any members of the Holdings Subgroup and as of the Merger Date to the extent they relate to any members of the Opgroup Subgroup, and any rights or obligations of any members of the Opgroup Subgroup or Holdings Subgroup existing under such agreements thereby shall be fully and finally settled without any payment by any party thereto.
Termination of Prior Tax Sharing Agreements. Effective on or before the day prior to the Closing Date, all Tax sharing agreements, whether or not written, to which any Seller and a Transferred Entity are parties shall be terminated at or prior to the Closing, and the Transferred Entity shall have no further rights or obligations thereunder, and the provisions of this Agreement shall govern the rights and obligations of Sellers, Purchaser and the Transferred Entities to make or receive payments with respect to Taxes or refunds of Taxes of the Transferred Entities. Sellers shall execute (and shall cause the Transferred Entities to execute) any documents that may be reasonably required to evidence agreement with this Section 5.15 (f). Sellers, at or prior to Closing, shall terminate the domination and profit transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) to which HCS Germany is a party effective as of the end of the day prior the Closing Date. Sellers and Purchasers agree that (i) the domination and profit transfer agreement will be duly performed until the end of the day prior the Closing Date, (ii) Sellers shall be entitled to any profits and obliged to cover any losses of HCS Germany until such date, and (iii) Sellers will indemnify and hold Purchasers harmless against any and all Losses (without reference to Section 9.4) resulting from (A) a failure to terminate such domination and profit transfer agreement with effect as of the end of the day prior to the Closing Date, and/or (B) the non-recognition for tax purposes of the fiscal unit (Organschaft) between HCS Germany and Honeywell Deutschland GmbH until the end of the day prior to the Closing Date. The Sellers further agree that they will make any payments pursuant to the preceding sentence without undue delay and that, if not terminated with effect as of the end of the day prior to the Closing Date, the domination and profit transfer agreement will be terminated by the parties as soon as possible after the Closing Date. The parties further agree that (i) the profits or losses of HCS Germany as of the end of the day prior to the Closing Date shall be determined based on an interim pro-forma income statement and balance sheet as of such date to be drawn up by HCS Germany pursuant to applicable German GAAP as soon as practicable after the Closing Date and to be agreed by Sellers and Purchasers, (ii) if Sellers and Purchasers do not agree on such income statement and pro-forma balance sheet within 6 months of the Closing Date, then a...
Termination of Prior Tax Sharing Agreements. Any tax sharing agreements, arrangements, policies or guidelines, formal or informal, express or implied, that may exist between the Transferred Companies and any Subsidiary, on the one hand, and Seller or any Affiliate of Seller, on the other, shall terminate, and any obligations to make payments under any such agreement or arrangement shall be cancelled, immediately prior to the Closing.
Termination of Prior Tax Sharing Agreements. Effective as of the Closing Date, all tax sharing agreements, whether or not written, to which the Seller or Nortek, Inc., and the Company is a party shall be terminated and the provisions of this Section 8.4 shall thereafter govern the obligations of the Seller or Nortek, Inc. and the Company with respect to tax matters. The foregoing provision and the other provisions of this
Termination of Prior Tax Sharing Agreements. Effective as of the Closing Date, all Tax sharing agreements, whether or not written, to which RLI, Xxxxxx Lighting and/or Ruud Italy is a party shall be terminated and the provisions of this section 7 shall thereafter govern the obligations of RLI and ADLT with respect to Tax matters.
